Capital and Business Alliance, Issuance of New Shares Through a Third-Party Allotment, and (Expected) Changes in the Other Affiliated Company and Parent Company
株式会社Will Smart (the filing company), ZENRIN CO.,LTD. and 泉陽興業株式会社 (the intended allottees)
669,600 common shares of 株式会社Will Smart (the new shares), consisting of 520,800 shares allocated to ZENRIN CO.,LTD. and 148,800 shares allocated to 泉陽興業株式会社
Operating losses and negative operating cash flow have continued, the company recorded a material net loss for the previous fiscal year, and total net assets stood at ¥3.183 million at the end of the previous fiscal year. Strengthening the financial foundation, funding growth investments and enhancing collaboration with external partners were therefore deemed necessary.
The specific impact on results for the fiscal year ending December 2026 is undetermined. The total amount to be paid is ¥449,971,200, estimated issuance expenses are ¥5,000,000, and estimated net proceeds are ¥444,971,200.
The specific impact on results for the fiscal year ending December 2026 is undetermined. The funds raised are scheduled to be spent from June 2026 through December 2027.
The specific impact on results for the fiscal year ending December 2026 is currently undetermined.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
ZENRIN CO.,LTD.: 6,450 voting rights, 43.42% (as of 15 May 2026)
ZENRIN CO.,LTD.: 11,658 voting rights, 54.10% (scheduled as of 1 June 2026)
Related procedures
Procedures under the corporate conduct rules applicable to third-party allotments (obtaining an opinion from a special committee on necessity and appropriateness)
Tokyo Stock Exchange, Inc.
Company response
A special committee was established. Its 4 members are Adachi Toshihiko (安達俊彦), Kikuchi Kazuhiro (菊地和博), Tanaka Hiroyuki (田中裕幸) and Mizusawa Ryo (水澤良). An opinion letter was obtained dated 14 May 2026. 株式会社ディークエスト, an external investigation firm, was engaged to investigate any relationship between 泉陽興業株式会社 and other parties and antisocial forces, and its report was received dated 15 April 2026.
Payment for the third-party allotment, commencement of the capital and business alliances and the change of ZENRIN CO.,LTD. to the parent company are scheduled for 1 June 2026. The specific impact on results is undetermined.
| Item | Details |
|---|---|
| Event name | Capital and Business Alliance, Issuance of New Shares Through a Third-Party Allotment, and (Expected) Changes in the Other Affiliated Company and Parent Company |
| Date of occurrence | 15 May 2026 (the date of the Board of Directors' resolutions regarding the capital and business alliance and the third-party allotment). The scheduled date for the share issuance, commencement of the alliances and change in parent company is 1 June 2026. |
| Subject Entity | 株式会社Will Smart (the filing company), ZENRIN CO.,LTD. and 泉陽興業株式会社 (the intended allottees) |
| Target Locations / Products | 669,600 common shares of 株式会社Will Smart (the new shares), consisting of 520,800 shares allocated to ZENRIN CO.,LTD. and 148,800 shares allocated to 泉陽興業株式会社 |
| Cause | Operating losses and negative operating cash flow have continued, the company recorded a material net loss for the previous fiscal year, and total net assets stood at ¥3.183 million at the end of the previous fiscal year. Strengthening the financial foundation, funding growth investments and enhancing collaboration with external partners were therefore deemed necessary. |
| Amount of Impact on Business Performance | The specific impact on results for the fiscal year ending December 2026 is undetermined. The total amount to be paid is ¥449,971,200, estimated issuance expenses are ¥5,000,000, and estimated net proceeds are ¥444,971,200. |
| Accounting period in which recognized | The specific impact on results for the fiscal year ending December 2026 is undetermined. The funds raised are scheduled to be spent from June 2026 through December 2027. |
| Impact on Earnings Forecast | The specific impact on results for the fiscal year ending December 2026 is currently undetermined. |
| Type of litigation or proceeding | Procedures under the corporate conduct rules applicable to third-party allotments (obtaining an opinion from a special committee on necessity and appropriateness) |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Investigation structure | A special committee was established. Its 4 members are Adachi Toshihiko (安達俊彦), Kikuchi Kazuhiro (菊地和博), Tanaka Hiroyuki (田中裕幸) and Mizusawa Ryo (水澤良). An opinion letter was obtained dated 14 May 2026. 株式会社ディークエスト, an external investigation firm, was engaged to investigate any relationship between 泉陽興業株式会社 and other parties and antisocial forces, and its report was received dated 15 April 2026. |
| Voting rights ownership percentage before the change | ZENRIN CO.,LTD.: 6,450 voting rights, 43.42% (as of 15 May 2026) |
| Voting rights ownership percentage after the change | ZENRIN CO.,LTD.: 11,658 voting rights, 54.10% (scheduled as of 1 June 2026) |
| Outlook | Payment for the third-party allotment, commencement of the capital and business alliances and the change of ZENRIN CO.,LTD. to the parent company are scheduled for 1 June 2026. The specific impact on results is undetermined. |
Items this document does not state (11)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The company determined that equity financing was necessary to strengthen its financial foundation and fund growth investments, as operating losses and negative operating cash flow have continued and net assets had declined to ¥3.183 million. The financing will also enable the company to leverage external partners' sales networks, technology and business platforms to accelerate customer development and product and service development.